Notice Convening the AGM of Beijer Electronics AB (publ)


The shareholders of Beijer Electronics AB (publ) are hereby convened to the Annual General Meeting (AGM), which will be held at 4 p.m. on Monday, April 26, 2010 at the Malmö Stock Exchange building, Skeppsbron 2, Malmö, Sweden.

Shareholders entitled to participate at the Meeting:
- Firstly, will be included in the share register maintained by Euroclear Sweden AB (the Swedish Central Securities Depository & Clearing Organization) by Tuesday, April 20, 2010;
- Secondly, will have notified the company of their intention to participate, with the number of assistants they wish to bring, by no later than 12 noon on Tuesday, April 20, 2009.

Notifications, which shall state the shareholders’ name, personal or corporate identity number, shareholding, address and telephone number, are submitted via the company’s website,, by telephone on +46 (0)40 35 86 44, by fax on +46 (0)40 29 26 70, by e-mail or by mail to Annika Johnsson, Beijer Electronics AB (publ), Box 426, 201 24 Malmö, Sweden (please mark the envelope ‘AGM’). If participation is by power of attorney, a dated original shall be sent to the company by no later than April 20, 2010. Power of attorney forms are available on order from the company via telephone, e-mail or mail, as stated above. Representatives of legal entities should present certificates of incorporation or equivalent documentation stating authorized signatories. In order to participate at the meeting, shareholders’ with nominee-registered holdings must temporarily register their shares in their own name. This re-registration must be complete by April 20, 2010, and shareholders should notify their nominees in good time before this date.

Business/proposed agenda
1. Electing a Chairman of the Meeting
2. Preparing and approving the voting list
3. Approval of the agenda
4. Appointment of two people to verify the minutes
5. Consideration of whether the Meeting has been duly convened
6. Review of Board of Directors’ activities
7. Statement by the Chief Executive Officer
8. Submission of the annual accounts and audit report and the consolidated accounts and consolidated audit report

9. Resolutions in the matters of:
a) Adopting the Income Statement and Balance Sheet and the Consolidated Income Statement and Consolidated Balance Sheet
b) Appropriation of the company’s profits pursuant to the adopted Balance Sheet
c) Discharging the Board members and Chief Executive Officer from liability
10. Determining the number of Board members
11. Determining fees to the Board of Directors and Auditors
12. Electing the Board of Directors
13. Resolution on Nomination committee
14. Resolution regarding guidelines for remunerating senior executives
15. Resolution on authorization for the Board of Directors to reach decisions on new share issues
16. Resolution on amending the Articles of Association
17. Closing the Meeting

Item 1 Electing a Chairman of the Meeting
The Nomination Committee proposes that Anders Ilstam is elected Chairman of the Meeting.

Item 9 b. Dividends
The Board of Directors proposes ordinary dividends of SEK 4.00 per share for the financial year 2009. The proposed record date for dividends is April 29, 2010. Dividends are scheduled for disbursement from Euroclear Sweden AB on May 4, 2010.

Items 10-13 Proposals for resolutions regarding the number of Board members, Directors’ fees, election of the Board of Directors and Nomination Committee
Apart from Chairman of the Board Anders Ilstam, the following shareholders were members of the Nomination Committee: Stena Sessan AB represented by Mauritz Sahlin (convener), Svolder AB represented by Ulf Hedlundh, the Fourth AP (Pension Insurance) Fund, represented by Arne Lööw and SEB represented by Per Trygg.

Shareholders representing a total of fully 55 per cent of the share capital and voting rights of the company have reported that they will be supporting the following proposals at the Meeting:

Item 10
- That the Board of Directors shall consist of seven members, with no deputies.

Item 11
- That fees of SEK 400,000 will be payable to the Chairman of the Board, that fees of SEK 175,000 will be payable to each of the other Board members, apart from those that are employed by the company.
- That fees to Auditors will be payable according to approved account.

Item 12
- Re-election of Stig-Arne Blom, Bert Åke Eriksson, Ulrika Hagdahl, Anders Ilstam, Fredrik Jönsson and Joen Magnusson. Hans Linnarson has declined re-election.
- New election of Maria Khorsand. Maria Khorsand, born in 1957, has a master’s degree in computer science and is CEO of SP Sveriges Tekniska Forskningsinstitut. She has 17 years of experience from Ericsson, recently as CEO of Ericsson Technology Licensing. In addition, Maria Khorsand has worked within OMX Technology and as CEO of Dell AB.
- Re-election of Anders Ilstam as Chairman of the Board.

Item 13
- That the Nomination Committee shall consist of five members, one representative for each of the four largest shareholders as of immediately preceding publication and the Chairman of the Board. The names of the four members and those shareholders that have appointed them shall be published by no later than six months before the AGM 2011. That member representing the largest shareholder shall appoint the Chairman of the Nomination Committee, who may not be a Board member.
- That shareholders appointing members of the Nomination Committee may dismiss such member and appoint a new member. Potential changes to the composition of the Nomination Committee shall be published as soon as they have occurred.
- That the Nomination Committee shall prepare proposals on the following matters to be submitted to the AGM 2010 for resolution: (a) Chairman of the Meeting, (b) Board of Directors, (c) Chairman of the Board, (d) Directors’ fees, and (e) fees for the company’s auditors.
- That the Nomination Committee will remain in place until a new Nomination Committee is appointed.

Item 14 Resolution regarding remuneration guidelines for senior executives
The Board of Directors proposes that the AGM adopts the following guidelines for remunerating senior executives. Senior executives means the group management including the CEO. The proposal is designed to enable Beijer Electronics to offer market remuneration that can attract and retain skilled employees to the corporate management in a global perspective.

- Remuneration issues are considered by the Remuneration Committee and submitted to the Board of Directors for decision each year. Total remuneration includes basic salary and performance-related pay, consisting of a yearly and a long-term component. Pension and other customary benefits such as company cars are additional.
- Basic salary, which is individually set and differentiated on the basis of individual responsibilities and performance, is determined on the basis of market principles and reviewed yearly.
- The performance-related component is based on the achievement of predetermined goals. These goals relate to the company’s profit performance and other key change goals. For the CEO and other senior executives, the yearly performance-related component may be a maximum of six months’ salary, and the long-term performance-related component may be a maximum of 20-40 per cent of basic annual salary.
- The CEO’s pension is defined contribution and becomes due at age 65. Each year, 35 per cent of the CEO’s cash salary is provisioned to this policy. Defined contribution pension agreements on market terms are in place for other senior executives.
- If the CEO’s employment is terminated by Beijer Electronics, the CEO has an 18-month notice period. No other remuneration upon termination has been agreed. If other senior executives’ employment is terminated by the company, and this termination is not due to gross negligence, a notice period of a maximum of 12 months has been agreed, for all senior executives apart from one, who has a six-month notice period. Additionally, two senior executives are entitled to a further six and nine months’ severance pay respectively, for employment terminated by the company.
- The Board of Directors is entitled to diverge from the guidelines resolved by the AGM if there are special circumstances in individual cases.

Item 15 Resolution on authorization for the Board of Directors to reach decisions on new share issues
The Board of Directors proposes that the AGM resolves to authorize the Board of Directors to decide to increase the company’s share capital by a maximum of SEK 622,000 through the new issue of a maximum of 622,000 shares on one or more occasions before the next AGM.

The proposal means that the Board of Directors would be authorized to decide on the new share issue with stipulations on issue in kind, set-off or subject to other terms stated in Chap. 13 § 5 para. 1 cl. 6 of the Swedish Companies Act, and waiving shareholders’ preferential rights. The Board of Directors will be entitled to stipulate other terms for the share issue, including issue price, which however, shall be based on market terms.

The purpose of this authorization is to enable the company to issue shares to guarantee funds for purchase prices related to the acquisition of other companies, parts of companies, or other assets the Board of Directors judges to be valuable to the company’s operations. Full utilization of this authorization would correspond to dilution of some 10 per cent of the share capital and votes.

Additionally, the Meeting is proposed to authorize the Board of Directors, Chief Executive Officer, or the party the Board of Directors appoints, to make minor amendments to the above resolution that may prove necessary for recording the resolution with the Swedish Companies Registration Office.

Resolution pursuant to the Board of Directors’ proposal requires the AGM’s resolution being supported by shareholders representing at least two-thirds of the votes cast and shares represented at the Meeting.

Item 16 Resolution on amending the Articles of Association
The Board of Directors’ proposal implies that § 8 para. 1, third sentence of the Articles of Association on the manner of convening shareholders’ meetings is amended as follows: notices convening meetings will be conducted through an announcement in the Swedish Official Gazette and on the company’s website. Confirmation that notice has been issued will be reported in Swedish daily newspaper Dagens Industri.

Additionally, the Board of Directors proposes that the AGM’s resolution on amending the Articles of Association will be conditional on the enactment of an amendment to the stipulations of the Swedish Companies Act (statute reference SFS 2005:551) regarding the manner for notices convening shareholders’ meetings, implying that the proposed formulation of § 8 para. 1, third sentence above is consistent with the Swedish Companies Act.

Resolution pursuant to the Board of Directors’ proposal requires the AGM’s resolution being supported by shareholders representing at least two-thirds of the votes cast and shares represented at the Meeting.

Number of shares and votes
As of the record date for rights to participate at the AGM (Tuesday, April 20, 2010) the total number of shares of the company, and the total number of votes, is 6,221,488.

The annual accounts and audit report will be available from the company and the company’s website from April 12, 2010 onwards, and will be sent by mail to those shareholders that have reported their wish to receive it. The Board of Directors’ complete proposals and the auditors’ statement pursuant to chap. 8 § 54 of the Swedish Companies Act will be available from the company from April 12, 2010 onwards, with copies sent to those shareholders that so request.

The AGM on April 21, 2008 elected Authorized Public Accountants Mikael Eriksson and Sofia Götmar-Blomstedt, both practicing with PricewaterhouseCoopers in Malmö, as Auditors for the period until the end of the AGM held in the fourth financial year after the auditors were elected, i.e. 2012.

Welcome to the Meeting!

The Board of Directors
Beijer Electronics AB (publ)

Malmö, Sweden, March 2010

Files for download